Back-In Agreement






Exhibit 10.2




BACK-IN AGREEMENT




BETWEEN:




TALISMAN ENERGY CANADA




AND




IVANHOE ENERGY INC.




JULY 11, 2008











 



 




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1 INTERPRETATION
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Schedule
	 	 	3	 
	1.3 Interpretation Not Affected by Headings
	 	 	3	 
	1.4 Included Words
	 	 	3	 
	1.5 Headings
	 	 	3	 
	1.6 Statutory References
	 	 	3	 
	1.7 Invalidity of Provisions
	 	 	3	 
	1.8 References in Agreement
	 	 	4	 
	1.9 Conflicts
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 2 BACK-IN RIGHTS
	 	 	4	 
	2.1 Exercise of Back-In Rights
	 	 	4	 
	2.2 Pro Forma Conveyance Agreement
	 	 	5	 
	2.3 Payment of the Purchase Price
	 	 	6	 
	2.4 Lease 50
	 	 	6	 
	2.5 Covenants
	 	 	6	 
	2.6 Operating Agreement
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 3 DISPUTE RESOLUTION
	 	 	7	 
	3.1 Arbitration
	 	 	7	 
	3.2 Proceedings
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 4 GENERAL
	 	 	8	 
	4.1 Public Announcements
	 	 	8	 
	4.2 Further Assurances
	 	 	8	 
	4.3 No Merger
	 	 	8	 
	4.4 Governing Law
	 	 	9	 
	4.5 Time
	 	 	9	 
	4.6 Notices
	 	 	9	 
	4.7 Entire Agreement
	 	 	10	 
	4.8 Assignment
	 	 	10	 
	4.9 Enurement
	 	 	10	 
	4.10 Waivers
	 	 	10	 
	4.11 Counterpart Execution
	 	 	11	 






SCHEDULE




Schedule “A” — Pro Forma Conveyance Agreement

Schedule “B” — Accounting Procedure











 



 




BACK-IN AGREEMENT




THIS AGREEMENT dated July 11, 2008




BETWEEN:




TALISMAN ENERGY CANADA, a general partnership having an office and
carrying on business in the City of Calgary, in the Province of
Alberta (“Talisman”)



- and -




IVANHOE ENERGY INC., a corporaton having an office and carrying on
business in the City of Vancouver, in the Province of British
Columbia (“Ivanhoe”)



     WHEREAS pursuant to a Letter Agreement (the “Letter Agreement”) dated May 29, 2008 between
Talisman and Ivanhoe it was agreed that, subject to and in accordance with the terms and conditions
therein, Talisman would convey certain property and assets to Ivanhoe as provided for therein;



     WHEREAS the Letter Agreement included the condition that Talisman and Ivanhoe execute and
deliver the Definitive Transaction Documents (as that term is defined therein), including an Asset
Transfer Agreement (as hereinafter defined) pursuant to which Talisman was to convey said
properties and assets to Ivanhoe, and this Agreement;



     WHEREAS the parties have concurrently herewith executed and delivered the Asset Transfer
Agreement and the other Definitive Transaction Documents;



     NOW THEREFORE in connection with the execution and delivery of the other Definitive
Transaction Documents and in consideration of the premises and the mutual covenants and agreements
hereinafter contained, the Parties agree as follows:



ARTICLE 1

INTERPRETATION




1.1 Definitions





In this Agreement, including the recitals and this clause, capitalized terms shall have the
meanings ascribed to them in the Asset Transfer Agreement; in addition, the following
capitalized words and phrases shall have the following meanings:




	 	(a)	 	“Agreement” means this Agreement and the schedule attached hereto;
	 
	 	(b)	 	“Accounting Procedure” means the modified 1996 Petroleum Accountants Society of
Canada accounting procedure attached hereto as Schedule “B”;










 



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	 	(c)	 	“Assets” means the Lease 6 Assets, the Lease 10 Assets or the Lease 50 Assets,
or all of them, as the context may require;
	 
	 	(d)	 	“Asset Transfer Agreement” means the asset transfer agreement of even date
between Talisman, as vendor and Ivanhoe, as purchaser;
	 
	 	(e)	 	“Back-In Rights” has the meaning ascribed to that term in clause 2.1;
	 
	 	(f)	 	“Deemed Costs” means:






	 	(i)	 	the Purchase Price paid by Ivanhoe pursuant to the Asset
Transfer Agreement in respect of the Lease in question (with $2,000,000 thereof
being allocated to Lease 6, $15,000,000 thereof being allocated to Lease 50,
and the balance of the Purchase Price being allocated to Lease 10); plus
	 
	 	(ii)	 	all reasonable costs and expenses, including a pro rata share
of internal staff costs and overhead that are directly related to the
maintenance and development of the Lease in question, incurred by Ivanhoe from
and after the date hereof in respect of each such Lease, which shall not in any
event exceed what would be recoverable by an operator under articles II, III
and IV of the Accounting Procedure, including the overhead rates as provided
for in article III thereof;






For greater certainty “Deemed Costs” shall only include all or that portion of the
Contingent Payment that is actually received by Talisman pursuant to the Asset
Transfer Agreement;




	 	(g)	 	“Deemed Costs Statement” has the meaning ascribed to that term in clause
2.1(b)(i) hereof;
	 
	 	(h)	 	“JOA” means the Joint Operating Agreement dated April 5, 2000 between Canadian
Natural Resources, Talisman Energy Inc. and Union Pacific Resources Inc.;
	 
	 	(i)	 	“Lease 6 Assets” has the meaning ascribed to that term in the Pro Forma
Conveyance Agreement;
	 
	 	(j)	 	“Lease 10 Assets” has the meaning ascribed to that term in the Pro Forma
Conveyance Agreement;
	 
	 	(k)	 	“Lease 50 Assets” has the meaning ascribed to that term in the Pro Forma
Conveyance Agreement;
	 
	 	(l)	 	“Party” means a party to this Agreement; and
	 
	 	(m)	 	“Pro Forma Conveyance Agreement” means a conveyance agreement substantially in
the form of the agreement attached hereto as Schedule “A”.











 



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1.2 Schedule





The following schedules are attached to, form part of, and are incorporated in this
Agreement:




Schedule “A”  —  Pro Forma Conveyance Agreement

Schedule “B”  —  Accounting Procedure




These schedules are incorporated herein by reference as though contained in the body of this
Agreement. Whenever any term or condition, whether express or implied, of any schedule
conflicts or is at variance with any term or condition of the body of this Agreement, the
latter shall prevail.



1.3 Interpretation Not Affected by Headings





The division of this Agreement into articles, clauses, subclauses and paragraphs and the
provision of headings for all or any part thereof are for convenience and reference only and
shall not affect the meaning, interpretation or construction of this Agreement.



1.4 Included Words





When the context reasonably permits, words suggesting the singular shall be construed as
suggesting the plural and vice versa, and words suggesting gender or gender neutrality shall
be construed as suggesting the masculine, feminine and neutral genders. In addition,
references to “including” shall mean including without limitation, and “includes” or other
derivatives thereof shall have corresponding meanings.



1.5 Headings





The expressions “Article”, “clause”, “subclause”, “paragraph” and “Schedule” followed by a
number or letter or combination thereof mean and refer to the specified article, clause,
subclause, paragraph and schedule of or to this Agreement.



1.6 Statutory References





Any reference herein to a statute shall include and shall be deemed to be a reference to
such statute and to the regulations made pursuant thereto, and all amendments made thereto
and in force from time to time, and to any statute or regulation that may be passed which
has the effect of supplementing or superseding the statute so referred to or the regulations
made pursuant thereto.



1.7 Invalidity of Provisions





If any of the provisions of this Agreement should be determined to be invalid, illegal or
unenforceable in any respect, the validity, legality or enforceability of the remaining
provisions herein shall not in any way be affected or impaired thereby.









 



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1.8 References in Agreement





Any reference to time refers to the time in Calgary, Alberta at the applicable time. All
references to “dollars” or “$” herein refer to lawful currency of Canada.



1.9 Conflicts





If any term or condition of this Agreement conflicts with a term or condition of the Leases
or the Regulations, the term or condition of the relevant Lease or Regulation will prevail,
and this Agreement will be deemed to be amended to the extent required to eliminate any such
conflict.



ARTICLE 2

BACK-IN RIGHTS




2.1 Exercise of Back-In Rights





	 	(a)	 	Talisman will have the right (the “Back-In Rights”), exercisable once per each
Lease by notice in writing to Ivanhoe, to acquire up to a 20% undivided interest in
each of the Lease 6 Assets and the Lease 10 Assets, and up to a 15% undivided interest
in the Lease 50 Assets, until the date that is three (3) years following the date
hereof. In the written notice Talisman shall specify which of the Assets it wishes to
acquire, the percentage undivided interest(s) it wishes to acquire therein, and the
Deemed Costs applicable to each of the Lease 6 Assets, the Lease 10 Assets and/or the
Lease 50 Assets, as applicable. In this regard, the Deemed Costs for the applicable
Assets shall be as set forth in the Deemed Costs Statement provided pursuant to clause
2.1(b)(i), or if an arbitrator renders a decision in connection therewith, as set forth
in the arbitrator’s decision; there shall be no adjustments in connection with the
Deemed Costs pursuant to the Pro Forma Conveyance Agreement. The effective date of
each acquisition shall be the date of the applicable Deemed Cost Statement, provided
that the Deemed Cost Statement shall remain valid and binding for a period of ninety
(90) days from the date of issuance thereof or the date an arbitration decision is
rendered in connection therewith, whichever is later. In order for Talisman to
exercise its Back-In Rights there must be a valid and binding Deemed Cost Statement
then in effect.
	 
	 	(b)	 	In connection with the potential exercise of the Back-In Rights, Ivanhoe shall:






	 	(i)	 	from time to time within thirty (30) days of a request therefor
from Talisman (which request shall not be made by Talisman more than once per
calendar quarter), provide to Talisman a detailed written summary of the Deemed
Costs (the “Deemed Costs Statement”) incurred by Ivanhoe respecting the Lease 6
Assets, the Lease 10 Assets and/or the Lease 50 Assets between the date hereof
and the date of such statement. Talisman may audit Ivanhoe’s records and
supporting documentation relating to the Deemed Costs and the Deemed Costs
Statement and the Assets in question, upon request. Ivanhoe shall respond in
writing to any claim of










 



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	 	 	 	discrepancy within ten (10) days of receipt of such claim. If Ivanhoe
agrees with the claim, evidence of the adjustment shall accompany the
response. If Ivanhoe disagrees with the claim, a detailed response with the
relevant explanation shall be submitted to Talisman. If the Parties still
do not agree, the matter shall be immediately resolved pursuant to
arbitration in accordance with Article 3. For greater certaintly, Talisman
shall not be required or obligated to exercise its Back-In Rights as a
result of requesting a Deemed Cost Statement; and
	 
	 	(ii)	 	from time to time within thirty (30) days of a request therefor
from Talisman (which request shall not be made by Talisman more than once per
calendar quarter), and for such period thereafter as Talisman may reasonably
require, make the Assets available to Talisman so that Talisman can conduct a
due diligence review of them, including a review of title to the Assets, the
environmental condition of the Assets, the condition of any tangible property
comprising the Assets, and the terms and conditions of any documents, licenses
and agreements forming part of or relating to the Assets.





2.2 Pro Forma Conveyance Agreement





	 	(a)	 	The conveyance of the Lease 6 Assets, the Lease 10 Assets and the Lease 50
Assets shall occur in accordance with the Pro Forma Conveyance Agreement. In
connection with such conveyance, the representations and warranties set forth in the
Pro Forma Conveyance Agreement shall be updated to accurately reflect the current
status of the parties, the assets and operations in respect thereof, having regard to
the covenants in clause 2.5. The purchase price for the Lease 6 Assets, the Lease 10
Assets or the Lease 50 Assets, as the case may be, shall be the applicable Deemed Costs
as determined pursuant to clause 2.1, multiplied by the applicable percentage (if any)
set forth in clause 2.2(b), and further multiplied by the undivided percentage interest
being acquired by Talisman in the Assets in question. Talisman shall prepare a copy of
the Pro Forma Conveyance Agreement within thirty five (35) days of delivering the
exercise notice in accordance with clause 2.1(a), and closing shall occur thereunder
within five (5) days of such delivery, subject to clause 2.2(c). Any disputes
respecting the terms of the Pro Forma Conveyance Agreement shall be resolved pursuant
to arbitration in accordance with Article 3.
	 
	 	(b)	 	If the Back-In Right is exercised in respect of one or more of the Lease 6
Assets, the Lease 10 Assets or the Lease 50 Assets during:






	 	(i)	 	the first year following the date hereof, Ivanhoe’s Deemed Cost
shall not be multiplied by any further percentage;
	 
	 	(ii)	 	the second year following the date hereof, Ivanhoe’s Deemed
Cost respecting the Assets being acquired shall be multiplied by 150%; and










 



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	 	(iii)	 	the third year following the date hereof, Ivanhoe’s Deemed
Cost respecting the Assets being acquired shall be multiplied by 200%.






	 	(c)	 	Within three (3) days of receiving a notice pursuant to clause 2.1(a) in
respect of the Lease 50 Assets, Ivanhoe shall issue a notice of right of first refusal
and request for consent to each counterparty under the JOA, with the ascribed value
thereunder being the purchase price as determined pursuant to clause 2.2(a).





2.3 Payment of the Purchase Price





The required payment from Talisman in connection with any exercise of the Back-In Rights
shall be effected by:




	 	(a)	 	first, reducing the amount (if any) outstanding under the 2008 Note; and
	 
	 	(b)	 	thereafter, at the election of Talisman, by way of cash payment or reduction of
the amount outstanding under the Convertible Note. Talisman shall make such election
concurrently with the exercise of the Back-In Right pursuant to clause 2.1.





2.4 Lease 50





The Parties acknowledge and confirm that:




	 	(a)	 	as at the date hereof the holder of the right of first refusal arising under
the JOA by virtue of the Asset Transfer Agreement has exercised that right of first
refusal; and
	 
	 	(b)	 	this Agreement shall apply to the Lease 50 Assets only if Lease 50 is not
conveyed to the right of first refusal holder and Ivanhoe thereafter acquires such
lease, as contemplated in clause 4.1(a) of the Asset Transfer Agreement.





2.5 Covenants





During the period Talisman has the right to exercise the Back-In Rights pursuant to this
Agreement (including until the last Pro Forma Conveyance Agreement is executed pursuant to
this Agreement) Ivanhoe shall:




	 	(a)	 	cause the Lease 6 Assets, the Lease 10 Assets and, to the extent applicable,
the Lease 50 Assets, to be operated and maintained, in accordance with and subject to
the applicable title and operating documents, applicable Regulations (as defined in the
Pro Forma Conveyance Agreement) and generally accepted oil and gas industry practices
in the province of Alberta, and shall not encumber the Assets with any additional
royalties, adverse claims or interests that may have a material adverse effect on the
value thereof;










 



- 7 -


	 	(b)	 	not do any act or thing, or omit to do any act or thing, whereby the
representations and warranties set forth in clauses 9.1(b), 9.1(c) and 9.1(d) in the
Pro Forma Conveyance Agreement would not be true and correct in all material respects;
	 
	 	(c)	 	not grant any Right of First Refusal (as such term is defined in the Pro Forma
Conveyance Agreement) in the Assets to the extent such Right of First Refusal would
prevent Talisman from acquiring up to a 20% undivided interest in each of the Lease 6
Assets and the Lease 10 Assets, and up to a 15% undivided interest in the Lease 50
Assets as contemplated herein;
	 
	 	(d)	 	not enter into any production sales contracts relating to the Assets that
cannot be terminated on 90 days notice or less without penalty; and
	 
	 	(e)	 	not grant any Security Interest (as such term is defined in the Pro Forma
Conveyance Agreement) in the Assets unless such Security Interests can be discharged
(or otherwise confirmed, to the satisfaction of Talisman, not to charge the interest of
Talisman) upon the request or at the direction of Talisman as regards the interests
Talisman may acquire in the Assets pursuant to this Agreement.





2.6 Operating Agreement





If there is no operating agreement (other than an agreement between Ivanhoe and any
Affiliates thereof) applicable to any of the Assets in respect of which Talisman is
exercising its Back-In Rights as at the date of such exercise, the Parties shall use their
commercially reasonable efforts to enter into an operating agreement (for those Assets) the
terms of which are acceptable to both Parties within ninety (90) days after the Pro Forma
Conveyance Agreement is executed and delivered in connection with such exercise, failing
which an operating agreement that is in the form of the JOA shall be deemed to govern those
Assets upon the expiry of the ninety (90) day period.



ARTICLE 3

DISPUTE RESOLUTION




3.1 Arbitration





In respect of any matter that must be or may be referred to arbitration under this
Agreement, the Parties shall select an arbitrator within five (5) Business Days of the date
the matter is referred to arbitration. The arbitrator shall meet the criteria for an
arbitrator under the Arbitration Act (Alberta). If the Parties cannot reasonably agree on
the appointment of an arbitrator, the Parties shall each appoint an umpire who shall appoint
an arbitrator. If the umpires are unable to agree on an arbitrator or if one of the Parties
fails to comply with the provisions of this clause 3.1, either Party may apply to a judge of
the Court of Queen’s Bench of Alberta for the appointment of an arbitrator.



3.2 Proceedings





The following proceedings shall apply in respect of any arbitration hereunder:









 



- 8 -



	 	(a)	 	The Parties shall, within five (5) Business Days of the date of selection of
the arbitrator, each deliver to the arbitrator and the other Party a written statement
respecting the matter in dispute to the arbitrator, including such Party’s proposed
resolution. The arbitrator shall be required to accept one of such resolutions. If
only one of the Parties submits a written resolution, the arbitrator shall be required
to accept the resolution proposed by such Party;
	 
	 	(b)	 	The arbitrator shall be instructed to render his or her decision not later than
ten (10) Business Days after his or her appointment and shall communicate such decision
to the Parties;
	 
	 	(c)	 	If the arbitrator accepts one Party’s proposal, the other Party shall pay the
fees and expenses of the arbitrator. The decision of the arbitrator shall be final and
binding on the Parties and not subject to review; and
	 
	 	(d)	 	Except to the extent modified in this article, the arbitrator shall conduct any
arbitration hereunder pursuant to the provisions of the Arbitration Act (Alberta).





ARTICLE 4

GENERAL




4.1 Public Announcements





If a Party intends to make any public announcement or press release (either, a “Press
Release”) relating to this Agreement or any exercise of the Back-In Right, that Party shall
use reasonable commercial efforts to first give the other Party 48 hours to review and
comment on such Press Release, unless it is impracticable for that Party to do so having
regard to its legal obligations relating to timely disclosure. The Party desiring to make
the Press Release shall give due consideration to any comments it receives from the other
Party, but it shall not be required to incorporate such comments.



4.2 Further Assurances





Each Party will, from time to time and at all times after the date hereof, without further
consideration, do such further acts and deliver all such further assurances, deeds and
documents as shall be reasonably required in order to fully perform and carry out the terms
of this Agreement.



4.3 No Merger





There shall not be any merger of any covenant, representation, warranty or indemnity in in
any assignments, conveyances, transfers and other documents conveying the interests of
Ivanhoe in the Lease 6 Assets, Lease 10 Assets or the Lease 50 Assets to Talisman
notwithstanding any rule of law, equity or statute to the contrary, and all such rules are
hereby waived.









 



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4.4 Governing Law





This Agreement shall, in all respects, be subject to and be interpreted, construed and
enforced in accordance with and under the laws of the Province of Alberta and applicable
laws of Canada and shall, in all respects, be treated as a contract made in the Province of
Alberta. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the
courts of the Province of Alberta and all courts of appeal therefrom in respect of all
matters arising out of or in connection with this Agreement, except for disputes governed by
clause 3.1.



4.5 Time




     Time shall be of the essence in this Agreement.



4.6 Notices





The addresses for service and the fax numbers of the Parties shall be as follows:



	 	 	 
	Talisman:	 	Ivanhoe:
	Talisman Energy Canada

	 	Ivanhoe Energy Inc.
	Suite 2000, 888 — 3rd Street S.W.

	 	654-999 Canada Place
	Calgary, Alberta T2P 5C5

	 	Vancouver, British Columbia
	Attention: Executive Vice-President,

	 	V6C 3E1
	Corporate and Legal

	 	Attention: Corporate Secretary
	Fax: (403) 231-3633

	 	Fax: (604) 682-2060
	 
	 	 
	With a copy to:

	 	with a copy to:
	Macleod Dixon LLP

	 	Goodmans LLP
	3700, 400 Third Avenue S.W.

	 	355 Burrard Street, Suite 1900
	Calgary, Alberta T2P 4H2

	 	Vancouver, British Columbia V6C 2G8
	Attention: Kevin Johnson

	 	Attention: Bruce Wright
	Fax: (403) 264-5973

	 	Fax: (604) 682-7131







All notices, communications and statements required, permitted or contemplated hereunder
shall be in writing, and shall be delivered and received if:




	 	(a)	 	personally served on the other Party by hand delivery or courier delivery
during the normal business hours of the recipient at the applicable address set forth
above (personally served notices shall be deemed received by the addressee when
actually delivered); or
	 
	 	(b)	 	by facsimile transmission directed to the Party on whom they are to be served
at that Party’s fax number set forth above and such notices so served shall be deemed
to have been received by the addressee thereof when actually received by it if received
within the normal working hours of a Business Day, or, if received outside the normal
working hours of a Business Day, at the commencement of the next ensuing Business Day
following transmission thereof.










 



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A Party may from time to time change its address for service or its fax number or both by
giving written notice of such change to the other Party.



4.7 Entire Agreement





The provisions contained in any and all documents and agreements collateral hereto shall at
all times be read subject to the provisions of this Agreement and, in the event of conflict,
the provisions of this Agreement shall prevail. This Agreement shall not be varied in its
terms or amended by oral agreement or by representations or otherwise other than by an
instrument in writing dated subsequent to the date hereof, executed by a duly authorized
representative of each Party. Except for the Confidentiality Agreement dated August 27,
2007 between Talisman and Ivanhoe, this Agreement and the other Transaction Documents
supersede all other agreements (including the Letter Agreement), documents, writings and
verbal understandings between the Parties prior to the date hereof relating to the subject
matter hereof and express the entire agreement of the Parties with respect to the subject
matter hereof.



4.8 Assignment





	 	(a)	 	This Agreement may not be assigned by a Party without the prior written consent
of the other Party, which consent may be unreasonably and arbitrarily withheld,
provided that nothing herein shall prevent or restrict Talisman from assigning in whole
or in part this Agreement or any benefits, obligations or liabilities hereunder to
Talisman Energy Inc. or any of its direct or indirect wholly owned subsidiaries,
provided that any assignment to such a subsidiary shall not result in Talisman Energy
Inc. being released from any obligations or liabilities it may have hereunder..
	 
	 	(b)	 	In no event shall Ivanhoe assign in whole or in part any interest in the Lease
6 Assets, the Lease 10 Assets or the Lease 50 Assets without an assignment and novation
agreement (in form and substance satisfactory to Talisman) first being executed and
delivered pursuant to which the assignee agrees with Ivanhoe and Talisman to comply and
be bound by the terms of this Agreement as if and as though it was a party hereto.





4.9 Enurement





This Agreement shall be binding upon and shall enure to the benefit of the Parties and their
respective administrators, trustees, receivers, receiver-managers, successors and permitted
assigns.



4.10 Waivers





Only a written waiver by a Party of any breach (whether actual or anticipated) of any of the
terms, conditions, representations or warranties contained herein will be effective or
binding upon that Party. Any waiver so given will extend only to the particular breach
waived, and will not limit or affect any rights for any other or future breach.









 



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4.11 Counterpart Execution





This Agreement may be executed by the Parties in counterpart and all such executed
counterparts together shall constitute one agreement.



     IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	 	TALISMAN ENERGY CANADA

by its Managing Partner

TALISMAN ENERGY INC.
	 
	 	 	 	 
	 

	 	Per:
	 	/s/ “M. Jacqueline Sheppard”
	 
	 

	 	 	 	 
	 

	 	 	 	M. Jacqueline Sheppard
	 

	 	 	 	Executive Vice President, Corporate and Legal,
	 

	 	 	 	and Corporate Secretary
	 
	 	 	 	 
	 	 	IVANHOE ENERGY INC.
	 
	 	 	 	 
	 

	 	Per:
	 	/s/ “Ian S. Barnett”













 



 




Schedule “A”




attached to and made part of a Back-In Agreement dated July 11, 2008

between Talisman Energy Canada and Ivanhoe Energy Inc.




PRO FORMA CONVEYANCE AGREEMENT










 



 




Schedule “B”




attached to and made part of a Back-In Agreement dated July 11, 2008

between Talisman Energy Canada and Ivanhoe Energy Inc.




ACCOUNTING PROCEDURE